ABN 38 609 323 257
ANNUAL
REPORT 2017
Kyckr Limited
Contents
30 June 2017
Corporate directory
Chairman's and Chief Executive Officer's Report
Directors' report
Auditor's independence declaration
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors' declaration
Independent auditor's report to the members of Kyckr Limited
Shareholder information
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Kyckr Limited
Corporate directory
30 June 2017
Directors
John Van Der Wielen
David Cassidy
Benjamin Cronin
Robert Leslie
Albert YL Wong
John Walsh
Patrick Curry
Company secretary
Karl Pechmann
Notice of annual general meeting
The details of the annual general meeting of Kyckr Limited are:
Wednesday 29 November 2017, 10am, at:
Level 16
1 Market Street
Sydney NSW 2000
Registered office
Principal place of business
Share register
Auditor
Level 6, 36 Grosvenor Street
Sydney
NSW 2000
Level 6, 36 Grosvenor Street
Sydney
NSW 2000
Boardroom Pty Limited
Level 12, 225 George Street
Sydney
NSW 2000
Nexia Sydney Partnership
Level 16, 1 Market Street
Sydney
NSW 2000
Stock exchange listing
Kyckr Limited shares are listed on the Australian Securities Exchange (ASX code:
KYK)
Business objectives
Kyckr Limited has used cash and cash equivalents held at the time of listing and the
time since listing to provide technology solutions to help protect against money
laundering, fraud and tax evasion, in a way consistent with its stated business
objectives. Kyckr aims to provide the pre-eminent automated technology solution to
maintain up to date critical company identity information, in place of the traditional
error and fraud prone manual people based processes.
Corporate Governance Statement
The Corporate Governance Statement was approved by the Board of Directors at the
same time as the Annual Report and can be found on the 'About us' page at
http://www.kyckr.com/
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Kyckr Limited
Chairman's and Chief Executive Officer's Report
30 June 2017
Dear Shareholders
On behalf of the Board of Kyckr Limited (Kyckr or the Company), it is our pleasure to present the annual report for the year
ended 30 June 2017.
The annual report includes the revenue contribution of Kyckr Ireland Limited for the period of September 2016 to the end of
June 2017 (10-month period). In order to simplify statements below, references to performance are on the basis of 12
months revenue contribution from Kyckr Ireland Limited including comparative information where provided.
Significant growth
It has been a significant year of growth for Kyckr, following our successful listing on the Australian Securities Exchange in
September 2016. We have delivered a strong result for the financial year, with revenue of $1.54 million, an increase of 34%
on the prior year. Operationally we expanded our global footprint, with significant new clients and partnerships, new offices
established and additional registry capabilities acquired during the year.
Key Highlights for FY17 include:
Australian Securities Exchange debut on 7 September 2016, raising $5.2 million in an Initial Public Offering following the
acquisition of Kyckr Ireland Limited
Significant revenue growth, with revenue of $1.54 million, up 34% on FY16
Major global bank Citigroup secured as a client and generating revenue from Q3 FY17
Landmark multi-agreement signed with Bloomberg, with revenue expected in Q2/Q3 FY18
Board strengthened, with addition of experienced financial services and blockchain professionals.
Financial Overview
The financial year has seen significant growth, delivering revenue of $1.54 million for FY17; more than 34% than the full
prior year. Strong growth was delivered across the Company’s Solo, Group and Enterprise Solutions offerings:
Solo Portal revenue grew 55% to $167k in FY17 benefiting from increased brand recognition resulting from the
Company’s Initial Public Offering
Group revenue grew 55% to $596k in FY17 with growth primarily attributable to the acquisition of Citigroup as a client
during the year.
Enterprise Solutions revenue grew 19% to $778k in FY17.
The management team was pleased with the strong growth achieved in FY17 and continues to focus on growing revenue
organically.
The loss before income tax for the year ended 30 June 2017 of $3.4 million has been impacted by the following one-off and
non-cash expenses:
Share-based payment expense of $1.1 million
Acquisition expenses of $240k
IPO related expenses of $100k
The normalised loss after removing the above one-off and non-cash expenses is $2 million.
Significant blue-chip clients acquired
Kyckr was pleased to sign a number of blue chip clients, including global companies Bloomberg and Citigroup during the
year.
Over 700 Citigroup compliance personnel in EMEA, APAC and the Americas use Kyckr’s web-based portal services,
following its implementation in October 2016. Following a rapid scale up in the number of users from 500 to over 700 in the
first three months, Kyckr has delivered strong revenue growth from Group product revenues in Q3/Q4 of FY17.
Management continues to focus on increasing use to further grow revenues in FY18.
Significantly, post year-end, Kyckr signed a multi-year collaboration agreement with Bloomberg. The agreement provides
Kyckr with a strong revenue growth opportunity as its business registry data is integrated into Bloomberg’s products and
services and made available to its global customers. The agreement is for an initial three years, with an option for renewal
and the integration of Kyckr’s services into Bloomberg’s product offering remains on track, with its launch and first revenues
expected in Q2 of FY18. In September 2016, Kyckr announced the appointment of Ed Doyle as head of European Business
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Kyckr Limited
Chairman's and Chief Executive Officer's Report
30 June 2017
Development. The signing of Bloomberg is one example of Ed’s contribution and ability to attract such global blue-chip
clients.
Continuing the strong start to FY18, Kyckr was also pleased to sign its first Australian Financial Institutional client to use its
global business registry services and sign a Content Agreement with NYSE listed technology company IBM, which will use
Kyckr’s services in the delivery of projects to new and existing global IBM customers.
The Company continues to pursue a pipeline of customer and partnership opportunities in FY18 and remains focused on
driving revenue growth from existing clients.
Additional Partnerships strengthen distribution
Furthermore, partnership agreements signed during the year, provided Kyckr with strong distribution into the large offshore
markets.
Kyckr’s partnership with The Mizen Group (Mizen), a US investigations and advisory consulting firm, provided Kyckr direct
market access to Mizen’s large US and European customer base of global financial institutions. Under the mutual
distribution and revenue sharing arrangement, Kyckr’s data solutions will be distributed via Mizen’s Smart Data Investigative
Platform and a white-labelled version of Kyckr’s platform will be marketed by Mizen in the US. The Company is currently
working on the integration with Mizen and expects once operational, this will directly drive revenue and sales from the US
during the course of FY18.
Kyckr’s Malaysian partner, MYDATA successfully launched Kyckr’s services on the MYDATA portal during the June quarter.
An official provider of Malaysian business registry data, MYDATA is actively promoting Kyckr’s services to its existing
50,000+ customers, who can access reports and company filings on a pay per click basis. Revenue from Malaysia and
South-East Asia are expected to become material in FY18 as a result of this direct promotional activity.
Management continues to pursue further partnerships with well-established providers of services complementary to Kyckr’s
offering to provide instant distribution into established customer bases in new regions globally.
Additional sales and operational capabilities to drive strong growth
To leverage the growing global customer demand driven by increasingly onerous compliance regulation, Kyckr will continue
to focus on expanding its sales and operations in the US, Europe, Asia and Australia. Leveraging its existing partnerships,
additional sales headcount will be added and further investment made in operational support and product capabilities to
continue to drive strong growth and meet global opportunities and demands.
Strengthened Board and management team
The year saw a number of key appointments to the Board and management team; further strengthening the Group’s
expertise and complementing the pre-existing skills and experience of the Group’s leadership team.
Albert Wong stepped down as Chair of the Group but has remained a non-executive Director. The guidance and
leadership Albert provided to the Group during the listing process has been invaluable and on behalf of the Board we
would like to thank him for his tremendous contribution as Chair.
John Van Der Wielen was appointed non-executive, independent Chair for the Group. As a senior executive from the
insurance and financial services sectors, John’s wealth of local and international experience is greatly valued by the
Board and leadership team.
Patrick Curry, O.B.E. joined the Board as a non-executive Director. Patrick is an expert in security and identity and has
advised UK and US governments, European agencies and defence and other organisations. Patrick is an international
influencer in blockchain, having enabled its implementation for governments, industry and other authorities. The
experience which Patrick provides the Board around blockchain technologies has proven to be invaluable.
Leading regulatory and compliance industry experts appointed as Advisors
The Company was pleased to appoint Mr Peter Oakes and Mr Bruce Quick as Advisors to the Company during the year.
Both advisors have strong and established relationships with global regulatory bodies and c-suite risk and compliance
personnel at global organisations and will be financially incentivised to generate positive commercial outcomes for the
Company.
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Chairman's and Chief Executive Officer's Report
30 June 2017
Promising outlook
Management expects that strong organic revenue growth will continue in FY18 as the Company commences services with
key clients secured in FY17. Already, Kyckr has seen a strong start to FY18, with contracts signed with Bloomberg, its first
Australian Financial Institution and IBM. Management continues to focus on growing Enterprise Solutions revenue by
securing new customers and increasing services from our existing customer base, which should also result in net revenue
increasing faster than gross revenue.
Increasingly, companies in the financial services industry and related sectors appreciate the importance of primary source
information for KYC and other compliance procedures. With access to over 180 business registry sources, covering in
excess of 120 countries, Kyckr is uniquely positioned in the market with its multi-jurisdictional solution. Continued investment
in business development and continuing to improve our technology will ensure that Kyckr continues to provide solutions that
meet the growing demand for our services from new and existing clients.
___________________________
John Van Der Wielen
Chairman
29 September 2017
Sydney
___________________________
David Cassidy
Chief Executive Officer and Managing Director
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Kyckr Limited
Directors' report
30 June 2017
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity' or 'Group') consisting of Kyckr Limited (referred to hereafter as the 'company' or 'parent entity') and
the entities it controlled at the end of, or during, the year ended 30 June 2017.
Directors
The following persons were directors of Kyckr Limited during the whole of the financial year and up to the date of this
report, unless otherwise stated:
Mr John Van Der Wielen - Chairman (appointed 8 September 2016)
Mr David Cassidy - Chief Executive Officer and Managing Director
Mr Benjamin Cronin - Executive Director
Mr Robert Leslie - Executive Director
Mr Albert YL Wong - Non-Executive Director
Mr John Walsh - Non-Executive Director
Mr Patrick Curry - Non-Executive Director (appointed 27 October 2016)
Principal activities
The principal activity of the Group during the financial year consisted of the provision of Know Your Customer (KYC)
technology solutions to help protect against money laundering, fraud and tax evasion. Kyckr’s solutions are connected to
over 180 regulated primary sources in over 120 countries.
Following the acquisition of Kyckr Ireland Limited (formerly Global Business Register Limited), the principal activities
changed from that of a non-trading entity to performing KYC technology solutions.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $3,447,237 (30 June 2016: $731,808).
Refer to the Chairman's and Chief Executive Officer's Report for further detail.
Significant changes in the state of affairs
On 1 September 2016, the Company acquired 97.59% of the issued share capital and voting rights of Kyckr Ireland Limited
(formerly Global Business Register Limited), a Company based in Ireland, followed by the remaining 2.41% of the issued
share capital and voting rights on 23 November 2016. The objective of the acquisition is to invest in business development
and technical resources in order to realise the Company’s KYC technology solutions.
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2017 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
Likely developments and expected results of operations
Information on likely developments in the operations of the consolidated entity are included in the Chairman’s and
Chief Executive Officer’s Report on pages 3 to 5.
The Directors have identified the following business risks which may impact on the future performance of the Group:
Competition
The Group’s intellectual property rights are not protected by any registered patents in any jurisdiction. This may allow
competitors to develop products functionally similar to the Group’s existing products. The existence of competitors with
products that are functionally similar to the Group’s existing products could result in loss of customers and falls of revenue,
each of which could adversely affect the Group’s business and operating results.
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Kyckr Limited
Directors' report
30 June 2017
Key Personnel Risk
The successful execution of the Group’s business model depends on a management team with the necessary talent and
experience to integrate and manage the Group’s growth plans. The loss of key management personnel could adversely
affect the Group’s business, results of operations or financial conditions and performance.
Current and Exchange Rate Fluctuations
The financial contribution of the Group will depend on the movement in exchange rates between the Australian Dollar and
a number of other foreign currencies. The exchange rate between various currencies may fluctuate substantially and the
result of these fluctuations may have an adverse impact on the Group’s operating results and financial position. The Group
does not enter into forward exchange contracts to hedge its anticipated purchase and sale commitments denominated in
foreign currencies.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
Mr John Van Der Wielen (appointed 8 September 2016)
Chairman
MBA FAICD
John has over 25 years in insurance, wealth management, private banking and
investments including executive positions within several global financial services
groups, commencing as Chief Executive Officer and Managing Director of HBF in
May 2017. This involved leading a number of acquisitions, integration and
restructuring programs and senior executive board membership of listed ASX, FTSE,
European and Asian entities. John is experienced in fronting stock markets, liaising
with direct investors and meeting analysts on company strategy and performance in
many international markets.
John was previously CEO of Friends Life UK and International in London and prior to
this he was the Managing Director Wealth at ANZ Bank in Sydney.
Most recently John has been a Senior Adviser for Blackstone in the financial services
arena and an independent non-executive on several boards.
He holds an MBA from the University of Western Australia and has studied at London
Business School and Oxford University. He is a Fellow of the Australian Institute of
Company Directors.
None
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
the Audit and Risk Management Committee and Remuneration
Interests in shares:
Interests in options:
Interests in rights:
Member of
Committee
734,404 ordinary shares
2,000,000 options over ordinary shares
None
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Kyckr Limited
Directors' report
30 June 2017
Name:
Title:
Experience and expertise:
Mr. David Gerard Cassidy
Chief Executive Officer and Managing Director
David has more than 25 years’ experience working in Australia, New Zealand, Asia,
Europe and the US in banking, media, new media and Information Communications
and Technology. He has worked for Australia’s most prolific entrepreneurs, Kerry and
James Packer.
He has worked for Citicorp, PricewaterhouseCoopers, Siemens, Consolidated Press
Holdings Investments and Publishing Broadcast Limited. He has advised boards,
served as CEO on an ASX-listed business and held many executive roles. He is well
versed in Business Development, M&A, Marketing and Finance.
Other current directorships:
None
Former directorships (last 3 years): None
None
Special responsibilities:
4,930,212 ordinary shares
Interests in shares:
1,500,000 options over ordinary shares
Interests in options:
3,000,000 performance rights over ordinary shares
Interests in rights:
Name:
Title:
Experience and expertise:
Mr. Benjamin Michael Cronin
Executive Director
Ben is the founder of Kyckr Ireland Limited (formerly Global Business Register
Limited). He fulfills the combined roles of managing all operating activities, personnel
and developing prospects and clients.
Ben has established relationships with numerous government registers and registrars
over the last 10 years. His understanding of the Company register domain is
extensive and he has presented at numerous register conferences over the years.
Ben was a professional Rugby Union player, playing for Munster and Ireland.
Prior to setting up GBR, Ben was a successful property developer including bid
management roles on Primary Healthcare Centre Projects and a Co- Location
Hospital (Public Private Partnerships) Project.
Other current directorships:
None
Former directorships (last 3 years): None
None
Special responsibilities:
8,529,129 ordinary shares
Interests in shares:
None
Interests in options:
6,500,000 performance rights over ordinary shares
Interests in rights:
Name:
Title:
Qualifications:
Experience and expertise:
Mr Robert Leslie
Executive Director
B. Eng. (electronics)
Robert is an electronics engineer by profession and a co- founder of Kyckr Ireland
Limited
(formerly Global Business Register Limited). Robert has worked
internationally for Dell in Japan.
Rob is a mentor with Enterprise Ireland’s network, providing support to high potential
start-up entrepreneurs. He is also the founder of Sedicii, which has developed an
identity platform that allows individuals to prove their identity to organisations without
having to share any personal information in the process.
Rob is a source of innovation and strategy in technology products. He was recently
selected by the World Economic Forum as a Technology Pioneer for 2015 and invited
to talk at Davos.
Other current directorships:
None
Former directorships (last 3 years): None
None
Special responsibilities:
9,619,247 ordinary shares
Interests in shares:
None
Interests in options:
6,500,000 performance rights over ordinary shares
Interests in rights:
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Kyckr Limited
Directors' report
30 June 2017
Name:
Title:
Qualifications:
Experience and expertise:
Mr Albert YL Wong AM
Non-Executive Director
B Com. FAICD F Fin
Albert has more than 30 years’ experience in stockbroking and investment banking.
He has worked for Merrill Lynch in Sydney and was a Member of the Australian
Securities Exchange. He has been instrumental in the listing of numerous small cap
companies and served on the boards of the same and others over the years.
Currently he serves as Deputy Chairman of Prima Biomed Limited, he is a Fellow of
the Australian Institute of Company Directors, Fellow of FINSIA and a Member
(Master Stockbroker) of the Stockbrokers Association of Australia.
Albert ’s philanthropic endeavours include serving on the UNSW Foundation Board of
Directors, Honorary Life Governor and former President for the University of Sydney’s
Physics Foundation, Director of the Australian Museum Foundation and serving on
the Board of Directors of the Children’s Medical Research Institute and its
Foundation.
Prima BioMed Limited
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Interests in options:
Interests in rights:
Chair Audit and Risk Management Committee
4,930,213 ordinary shares
1,500,000 options over ordinary shares
3,000,000 performance rights over ordinary shares
Name:
Title:
Qualifications:
Experience and expertise:
Mr John Walsh
Non-Executive Director
BE (hons), MIEI C Eng, MSc, GAICD
John is currently Managing Director of Spiecapag Australia (SCA), which specialises
in the delivery of onshore infrastructure for the oil, gas and water industry. John
brings important skills to the board including project and change management, risk
management and cost control.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Interests in options:
Interests in rights:
Chair of the Remuneration Committee
300,000 ordinary shares
None
None
Name:
Title:
Experience and expertise:
Mr Patrick Curry O.B.E. (appointed 27 October 2016)
Non-Executive Director
Patrick has a background in military operations & planning, information management,
identity management and international secure collaboration. He has held senior roles
in a range of information and identity-centric management initiatives across UK
government and international aerospace and defence sectors, including homeland
security, cybersecurity and the UK National Identity Scheme.
Patrick was a contributing author to the UK Government Office of Science Report on
“Distributed Ledger Technologies: Beyond Blockchains” and is active in enabling the
adoption of blockchains by government, industry and authorities.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
the Audit and Risk Management Committee and Remuneration
Interests in shares:
Interests in options:
Interests in rights:
Member of
Committee
None
1,000,000 options over ordinary shares
None
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
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Kyckr Limited
Directors' report
30 June 2017
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and
excludes directorships of all other types of entities, unless otherwise stated.
Company secretary
Karl Pechmann was appointed Company Secretary on 11 April 2016. Karl is a Chartered Accountant and Chartered
Company Secretary. He has more than 15 years of diverse business experience across a range of industries including
media, labour hire and biotechnology. He commenced his career with KPMG where he gained experience in audit,
business advisory and corporate finance roles across a range of clients and industries. He has held senior finance
positions at both ASX-listed and multi-national companies, being involved in M&A activity, strategic reviews and
performance improvement initiatives.
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2017, and
the number of meetings attended by each director were:
John Van Der Wielen
David Cassidy
Benjamin Cronin
Robert Leslie
Albert YL Wong
John Walsh
Patrick Curry
Full Board
Attended
Held
Remuneration Committee
Attended
Held
Audit and Risk Committee
Attended
Held
5
7
7
7
7
7
5
6
7
7
7
7
7
5
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
1
1
-
-
-
1
-
1
Held: represents the number of meetings held during the time the director held office.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic
objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the
delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for
good reward governance practices:
●
●
●
●
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
The Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its directors
and executives. The performance of the consolidated entity depends on the quality of its directors and executives.
The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
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Kyckr Limited
Directors' report
30 June 2017
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it
should seek to enhance shareholders' interests by:
●
●
having economic profit as a core component of plan design
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
attracting and retaining high calibre executives
●
Additionally, the reward framework should seek to enhance executives' interests by:
●
●
●
rewarding capability and experience
reflecting competitive reward for contribution to growth in shareholder wealth
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive
directors' fees and payments are reviewed annually by the Remuneration Committee. The Remuneration Committee may,
from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees
and payments are appropriate and in line with the market. The chairman's fees are determined independently to
the fees of other non-executive directors based on comparative roles in the external market. The chairman is not
present at any discussions relating to the determination of his own remuneration. Non-executive directors are entitled
to receive share options and performance rights.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general
meeting. As set out in the IPO Prospectus, total aggregate remuneration available to Non-executive directors was set at
$500,000 per annum. Non-executive director fees (Directors' fees and committee fees, inclusive of superannuation)
proposed for the year ending 30 June 2018 are summarised as follows:
Name
John Van Der Wielen
Patrick Curry
Albert Wong
John Walsh
Fees
$75,000
$50,000
$50,000
$50,000
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
●
●
●
base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Remuneration Committee based on individual and business unit performance, the overall performance of the consolidated
entity and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the consolidated entity and provides additional value to the
executive.
The short-term incentives ('STI') program is designed to align the targets of the business units with the performance
hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance
indicators ('KPI's') being achieved. KPI's include profit contribution, customer satisfaction, leadership contribution and
product management.
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Kyckr Limited
Directors' report
30 June 2017
The long-term incentives ('LTI') include long service leave and share-based payments.
On 1 September 2016, 4,000,000 unlisted options were granted to Key Management Personnel. The exercise price of the
options of $0.30 was 50% higher than the Initial Public Offering price. The options are exercisable upon meeting certain
revenue targets within four years from the date of grant. The contractual life of each option is four years.
On 1 September 2016, 20,000,000 performance rights were granted to certain Directors and Key Management Personnel.
The performance rights are exercisable at Nil value. The performance rights vest upon meeting the following conditions:
● 50% of the performance rights automatically convert upon the Company achieving a turnover of $5 million or more as
set out in the full year or half-yearly financial statements released to the ASX; and
● 50% of the Performance rights automatically convert upon the Company achieving a turnover of $10 million or more as
set out in its yearly or half-yearly financial statements released to the ASX.
On 30 November 2016, 2,000,000 unlisted options exercisable at $0.30 were granted to senior executives under the Long
Term Incentive Plan approved by shareholders at the Annual General Meeting held on 30 November 2016. The exercise
price of the options of $0.30 was 22.45% higher than market price of the shares on the date of grant. The vesting of these
options is conditional on continued employment until the vesting date, being two years from grant date. The contractual life
of each option is four years.
The Remuneration Committee reviewed the long-term equity-linked performance incentives specifically for executives
during the year ended 30 June 2017.
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the consolidated entity. A portion of cash bonus
and incentive payments are dependent on defined earnings per share targets being met. The remaining portion of the cash
bonus and incentive payments are at the discretion of the Remuneration Committee.
The Remuneration Committee is of the opinion that the continued improved results can be attributed in part to the
adoption of performance based compensation and is satisfied that this improvement will continue to increase
shareholder wealth if maintained over the coming years.
Voting and comments made at the company's 2016 Annual General Meeting ('AGM')
At the 2016 AGM, 97.8% of the votes received supported the adoption of the remuneration report for the year ended 30
June 2016. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity consisted of the following directors of Kyckr Limited:
●
●
●
●
●
●
●
John Van Der Wielen (appointed on 8 September 2016)
David Cassidy
Benjamin Cronin
Robert Leslie
John Walsh
Albert YL Wong
Patrick Curry (appointed on 27 October 2016)
And the following person:
●
Karl Pechmann - Chief Financial Officer and Company Secretary
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Kyckr Limited
Directors' report
30 June 2017
30 June 2017
Non-Executive Directors:
J Van Der Wielen*
A Wong
J Walsh
P Curry*
Executive Directors:
D Cassidy
B Cronin
R Leslie
Other Key Management
Personnel:
K Pechmann
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
$
Cash
bonus
$
Non-
monetary
$
Super-
annuation
$
Long
service
leave
$
Equity-
settled
$
Total
$
51,370
38,052
46,667
33,333
269,260
180,037
152,106
179,324
950,149
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,880
3,615
-
-
-
-
-
-
226,380
282,554
-
89,489
282,630
324,221
46,667
122,822
23,750
-
-
1,080
-
-
282,554
-
-
576,644
180,037
152,106
15,689
47,934
710
342,642
1,790 1,027,896 2,027,769
146,919
*
represents remuneration from the date of appointment
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
Cash
bonus
Non-
monetary
Super-
annuation
Long
service
leave
Equity-
settled
$
$
$
$
$
$
5,000
5,000
28,358
38,358
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
5,000
5,000
28,358
38,358
-
-
-
-
Period from 16 November
2015 to 30 June 2016
Non-Executive Directors:
A Wong
J Walsh
Other Key Management
Personnel:
K Pechmann
13
Kyckr Limited
Directors' report
30 June 2017
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
J Van Der Wielen
A Wong
J Walsh
P Curry
Executive Directors:
D Cassidy
B Cronin
R Leslie
Other Key Management Personnel:
K Pechmann
Fixed
At risk - LTI
remuneration At risk - STI
30 June 2017 30 June 2017 30 June 2017
20%
13%
100%
27%
51%
100%
100%
57%
-
-
-
-
-
-
-
-
80%
87%
-
73%
49%
-
-
43%
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
David Cassidy
Managing Director and Chief Executive Officer
6 September 2016
3 Years
David receives a base salary of $300,000 plus superannuation and is eligible to
participate in the long term incentive plans of the consolidated entity. David may
terminate his employment contract by giving 3 month’s notice in writing. The company
can terminate his contract by giving 3 months notice in writing and providing
the greater of 12 months pay or the remaining period of the agreement.
Benjamin Cronin
Head of Regulatory Development
6 September 2016
No fixed term
Ben receives a base salary of €150,000 and is eligible to participate in the long term
incentive plans of the consolidated entity. Ben may terminate his employment
contract by giving 3 months’ notice in writing.
Robert Leslie
Head of Innovation
6 September 2016
No fixed term
Robert receives a base salary of €150,000 and is eligible to participate in the long
term incentive plans of the consolidated entity. Robert may terminate his employment
contract by giving 3 months’ notice in writing.
Karl Pechmann
Chief Financial Officer and Company Secretary
6 September 2016
No fixed term
Karl receives a base salary of $200,000 plus superannuation and is eligible to
participate in the long term incentive plans of the consolidated entity. Karl may
terminate his employment contract by giving 3 months’ notice in writing.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
14
Kyckr Limited
Directors' report
30 June 2017
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2017.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Name
A Wong**
D Cassidy**
K Pechmann**
J Van Der Wielen*
J Van Der Wielen*
P Curry*
P Curry*
P Curry*
Number of
options
granted
Grant date
Vesting date
Exercisable date Exercise price at grant date
Fair value
per option
1,500,000 01/09/2016
1,500,000 01/09/2016
1,000,000 01/09/2016
1,000,000 30/11/2016
1,000,000 30/11/2016
333,333 30/11/2016
333,333 30/11/2016
333,334 30/11/2016
01/09/2016
01/09/2016
01/09/2016
30/11/2016
01/11/2017
30/11/2016
01/11/2017
01/11/2018
01/09/2018
01/09/2018
01/09/2018
30/11/2016
01/11/2017
30/11/2016
01/11/2017
01/11/2018
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.12
$0.12
$0.12
$0.14
$0.14
$0.14
$0.14
$0.14
*
Options expire on 30 November 2020
** Options expire on 1 September 2020
Options granted carry no dividend or voting rights.
All options were granted over unissued fully paid ordinary shares in the company. The number of options granted was
determined having regard to the satisfaction of performance measures and weightings as described above in the section
'Consolidated entity performance and link to remuneration'. Options vest based on the provision of service over the vesting
period whereby the executive becomes beneficially entitled to the option on vesting date. Options are exercisable by the
holder as from the vesting date. There has not been any alteration to the terms or conditions of the grant since the grant
date. There are no amounts paid or payable by the recipient in relation to the granting of such options other than on their
potential exercise.
The number of options over ordinary shares granted to and vested in directors and other key management personnel as
part of compensation during the year ended 30 June 2017 are set out below:
Name
J Van Der Wielen
D Cassidy
A Wong
P Curry
K Pechmann
No options were granted and/or vested during the period to 30 June 2016.
Number of
options
granted
during the
year
Number of
options
vested
during the
year
30 June 2017 30 June 2017
2,000,000
1,500,000
1,500,000
1,000,000
1,000,000
1,000,000
1,500,000
1,500,000
333,333
1,000,000
15
Kyckr Limited
Directors' report
30 June 2017
Performance rights
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and
other key management personnel in this financial year or future reporting years are as follows:
Name
D Cassidy
B Cronin
R Leslie
A Wong
K Pechmann
Number of
rights
granted
Grant date
Expiry date
3,000,000 1/09/2016
6,500,000 1/09/2016
6,500,000 1/09/2016
3,000,000 1/09/2016
1,000,000 1/09/2016
01/09/2020
01/09/2020
01/09/2020
01/09/2020
01/09/2020
Fair value
per right
at grant date
$0.20
$0.20
$0.20
$0.20
$0.20
*
All performance rights can vest and become exercisable between 1 September 2016 and 1 September 2020 upon
achieving the performance criteria.
Performance rights granted carry no dividend or voting rights.
Name
D Cassidy
B Cronin
R Leslie
A Wong
K Pechmann
Number of
rights
granted
during the
year
Number of
rights
vested
during the
year
30 June 2017 30 June 2017
3,000,000
6,500,000
6,500,000
3,000,000
1,000,000
-
-
-
-
-
No performance rights were granted and/or vested during the period to 30 June 2016.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
Ordinary shares
J Van Der Wielen
A Wong
D Cassidy
B Cronin
R Leslie
J Walsh
K Pechmann
Balance at
the start of
the year
Received
as part of
remuneration
-
7,057,692
7,057,691
1
1
250,000
150,000
14,515,385
-
-
-
-
-
-
-
-
Additions
734,404
-
-
8,519,128
9,619,246
50,000
-
18,922,778
Disposals/
other
-
(2,127,479)
(2,127,479)
-
-
-
-
(4,254,958)
Balance at
the end of
the year
734,404
4,930,213
4,930,212
8,519,129
9,619,247
300,000
150,000
29,183,205
16
Kyckr Limited
Directors' report
30 June 2017
Option holding
The number of options over ordinary shares in the company held during the financial year by each director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Options over ordinary shares
J Van Der Wielen
D Cassidy
A Wong
P Curry
K Pechmann
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
-
-
-
-
-
-
2,000,000
1,500,000
1,500,000
1,000,000
1,000,000
7,000,000
-
-
-
-
-
-
-
-
-
-
-
-
2,000,000
1,500,000
1,500,000
1,000,000
1,000,000
7,000,000
Performance rights holding
The number of performance rights over ordinary shares in the company held during the financial year by each director and
other members of key management personnel of the consolidated entity, including their personally related parties, is set
out below:
Performance rights over ordinary shares
D Cassidy
A Wong
B Cronin
R Leslie
K Pechmann
Balance at
the start of
the year
Granted
Vested
Expired/
forfeited/
other
Balance at
the end of
the year
-
-
-
-
-
-
3,000,000
3,000,000
6,500,000
6,500,000
1,000,000
20,000,000
-
-
-
-
-
-
-
-
-
-
-
-
3,000,000
3,000,000
6,500,000
6,500,000
1,000,000
20,000,000
Other transactions with key management personnel and their related parties
During the financial year, expenses for consulting services from Boomerang Capital Pty Ltd (director-related entity of Albert
Wong and David Cassidy) of $45,000 were incurred. All transactions were made on normal commercial terms and
conditions and were at market rates.
During the financial year, expenses for investor relations services from Barton Place Pty Ltd (director-related entity of
Albert Wong) of $91,670 were incurred. All transactions were made on normal commercial terms and conditions and were
at market rates.
This concludes the remuneration report, which has been audited.
Shares under option
Unissued ordinary shares of Kyckr Limited under option at the date of this report are as follows:
Grant date
01/09/2016
01/09/2016
30/11/2016
30/11/2016
Expiry date
01/09/2020
01/09/2020
30/11/2020
30/11/2020
Exercise
price
Number
under option
$0.20
$0.30
$0.30
$0.30
4,000,000
4,000,000
3,000,000
2,000,000
13,000,000
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of
the company or of any other body corporate.
17
Kyckr Limited
Directors' report
30 June 2017
Shares under performance rights
Unissued ordinary shares of Kyckr Limited under performance rights at the date of this report are as follows:
Grant date
01/09/2016
Expiry date
01/09/2020
Number
under rights
20,000,000
No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate
in any share issue of the company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of Kyckr Limited issued on the exercise of options during the year ended 30 June 2017 and
up to the date of this report.
Shares issued on the exercise of performance rights
There were no ordinary shares of Kyckr Limited issued on the exercise of performance rights during the year ended 30
June 2017 and up to the date of this report.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the
company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company
or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking
responsibility on behalf of the company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 24 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 24 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company,
acting as advocate for the company or jointly sharing economic risks and rewards.
●
Officers of the company who are former partners of Nexia Sydney Partnership
There are no officers of the company who are former partners of Nexia Sydney Partnership.
18
Kyckr Limited
Directors' report
30 June 2017
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
Auditor
Nexia Sydney Partnership continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act
2001.
On behalf of the directors
___________________________
John Van Der Wielen
Chairman
29 September 2017
Sydney
___________________________
David Cassidy
Director
19
To the Board of Directors of Kyckr Limited
Auditor’s Independence Declaration under section 307C of the Corporations Act 2001
As lead audit partner for the audit of the financial statements of Kyckr Limited for the financial year ended
30 June 2017, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(b)
any applicable code of professional conduct in relation to the audit.
Yours sincerely
Nexia Sydney Partnership
Lester Wills
Partner
Date: 29/09/2017
20
Kyckr Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2017
Revenue
Other income
Expenses
Direct costs and consumables used
Employee benefits expense
Share-based payments expense
Depreciation and amortisation expense
Consultancy and professional fees
Travel expenses
Acquisition expenses
IPO related expenses
Other expenses
Finance costs
Loss before income tax expense
Income tax expense
Consolidated
Period from
16 November
2015 to 30
June 2016
$
Note 30 June 2017
$
5
6
7
32
7
27
7
8
1,381,728
14,904
27,328
-
(451,932)
(1,784,696)
(1,108,730)
(49,784)
(506,424)
(302,600)
(240,524)
(99,264)
(287,334)
(25,005)
-
-
-
-
(143,000)
-
(359,525)
(212,878)
(31,309)
-
(3,447,237)
(731,808)
-
-
Loss after income tax expense for the year attributable to the owners of Kyckr
Limited
(3,447,237)
(731,808)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the owners of Kyckr
Limited
Basic earnings per share
Diluted earnings per share
(26,091)
(26,091)
-
-
(3,473,328)
(731,808)
Cents
Cents
31
31
(3.92)
(3.92)
(2.23)
(2.23)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
21
Kyckr Limited
Statement of financial position
As at 30 June 2017
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Financial assets
Other
Total current assets
Non-current assets
Property, plant and equipment
Intangibles
Financial assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Provisions
Deferred revenue
Total current liabilities
Non-current liabilities
Deferred consideration
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
Note 30 June 2017 30 June 2016
$
$
9
10
11
12
13
14
15
16
17
2,670,859
180,686
-
116,127
2,967,672
266,943
19,671
188,346
181,344
656,304
26,259
12,321,017
-
12,347,276
-
-
161,439
161,439
15,314,948
817,743
410,926
26,080
32,164
469,170
146,585
-
-
146,585
2,556,322
2,556,322
-
-
3,025,492
146,585
12,289,456
671,158
18
19
14,897,543
1,570,958
(4,179,045)
1,402,966
-
(731,808)
12,289,456
671,158
The above statement of financial position should be read in conjunction with the accompanying notes
22
Kyckr Limited
Statement of changes in equity
For the year ended 30 June 2017
Consolidated
Balance at 16 November 2015
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 18)
Balance at 30 June 2016
Consolidated
Balance at 1 July 2016
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
-
-
-
-
1,402,966
1,402,966
Issued
capital
$
1,402,966
-
-
-
-
-
-
-
-
-
(731,808)
-
(731,808)
-
(731,808)
(731,808)
-
1,402,966
(731,808)
671,158
Accumulated
losses
$
Total equity
$
(731,808)
671,158
Reserves
$
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 18)
Share-based payments (note 32)
-
-
-
-
(26,091)
(3,447,237)
-
(3,447,237)
(26,091)
(26,091)
(3,447,237)
(3,473,328)
13,494,577
-
488,319
1,108,730
-
-
13,982,896
1,108,730
Balance at 30 June 2017
14,897,543
1,570,958
(4,179,045)
12,289,456
The above statement of changes in equity should be read in conjunction with the accompanying notes
23
Kyckr Limited
Statement of cash flows
For the year ended 30 June 2017
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Consolidated
Period from
16 November
2015 to 30
June 2016
$
Note 30 June 2017
$
1,587,854
(3,580,343)
(1,992,489)
25,653
-
(43,846)
(43,846)
4,003
Net cash used in operating activities
30
(1,966,836)
(39,843)
Cash flows from investing activities
Cash flow from purchase of subsidiary, net of cash acquired
Payment for expenses relating to acquisitions
Payments for property, plant and equipment
Payments for intangibles
Convertible notes provided
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Cancellation of shares
IPO transaction costs
Share issue transaction costs
Repayment of borrowings
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
27
13
14
18
50,525
(240,524)
(19,045)
(5,074)
-
-
(359,525)
-
-
(349,785)
(214,118)
(709,310)
5,192,437
(591)
(99,264)
(317,458)
(190,254)
1,501,966
-
(212,878)
(272,992)
-
4,584,870
1,016,096
2,403,916
266,943
266,943
-
Cash and cash equivalents at the end of the financial year
9
2,670,859
266,943
The above statement of cash flows should be read in conjunction with the accompanying notes
24
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 1. General information
The financial statements cover Kyckr Limited as a consolidated entity consisting of Kyckr Limited and the entities it
controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Kyckr
Limited's functional and presentation currency.
Kyckr Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
Level 6, 36 Grosvenor Street
Sydney
NSW 2000
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors'
report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 29 September 2017.
The directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the consolidated entity.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Going concern
The Group incurred a net loss for the year ended 30 June 2017 of $3,447,237 and experienced net cash outflows from
operating activities of $1,966,836. At 30 June 2017, cash and cash equivalents was $2,670,859. The Group is forecasting
a loss for the year ended 30 June 2018 that would extinguish all current cash reserves.
The ability of the Group to continue as a going concern is principally dependent upon the ability of the Group raising
additional capital from equity markets, managing cashflow in line with available funds and growing the revenue base. The
Directors have reviewed the Group’s financial position and are of the opinion that the use of the going concern basis of
accounting is appropriate as they believe the Group will be able to raise additional capital from equity markets, manage
cashflow and grow the revenue base.
However, if the Group is not successful, there is a material uncertainty that may cast significant doubt whether the Group
will continue as a going concern and therefore whether the Group may be able to realise its assets and extinguish its
liabilities in the normal course of business and at the amounts stated in the financial report.
The financial report does not contain any adjustments relating to the recoverability and classification of recorded assets or
liabilities that might be necessary should the Group not be able to continue as a going concern.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as
appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board ('IASB').
25
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 2. Significant accounting policies (continued)
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss,
investment properties, certain classes of property, plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity
only. Supplementary information about the parent entity is disclosed in note 26.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Kyckr Limited ('company' or
'parent entity') as at 30 June 2017 and the results of all subsidiaries for the year then ended. Kyckr Limited and its
subsidiaries together are referred to in these financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity
attributable to the parent.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and
non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The
consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained
together with any gain or loss in profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same
basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the
allocation of resources to operating segments and assessing their performance.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Kyckr Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
26
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 2. Significant accounting policies (continued)
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the
reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average
exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange
differences are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue
can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.
Rendering of services
Revenue from long term contracts is recognised in accordance with the stage of completion of the contract with the
revenue and portion of profit recognised in each accounting period being the amounts which reflects the work performed in
that period.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to
temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when
the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted,
except for:
● When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting
nor taxable profits; or
● When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and
the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred
tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for
the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is
probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable
authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
27
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 2. Significant accounting policies (continued)
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised
within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged
or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle;
it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any provision for impairment. Trade receivables are generally due for settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written
off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is
objective evidence that the consolidated entity will not be able to collect all amounts due according to the original terms of
the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial
reorganisation and default or delinquency in payments (more than 60 days overdue) are considered indicators that the
trade receivable may be impaired. The amount of the impairment allowance is the difference between the asset's carrying
amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows
relating to short-term receivables are not discounted if the effect of discounting is immaterial.
Other receivables are recognised at amortised cost, less any provision for impairment.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the
initial measurement, except for financial assets at fair value through profit or loss. They are subsequently measured at
either amortised cost or fair value depending on their classification. Classification is determined based on the purpose of
the acquisition and subsequent reclassification to other categories is restricted.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have
been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They are carried at amortised cost using the effective interest rate method. Gains and losses are recognised
in profit or loss when the asset is derecognised or impaired.
Impairment of financial assets
The consolidated entity assesses at the end of each reporting period whether there is any objective evidence that a
financial asset or group of financial assets is impaired. Objective evidence includes significant financial difficulty of the
issuer or obligor; a breach of contract such as default or delinquency in payments; the lender granting to a borrower
concessions due to economic or legal reasons that the lender would not otherwise do; it becomes probable that the
borrower will enter bankruptcy or other financial reorganisation; the disappearance of an active market for the financial
asset; or observable data indicating that there is a measurable decrease in estimated future cash flows.
The amount of the impairment allowance for loans and receivables carried at amortised cost is the difference between the
asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest
rate. If there is a reversal of impairment, the reversal cannot exceed the amortised cost that would have been recognised
had the impairment not been made and is reversed to profit or loss.
28
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 2. Significant accounting policies (continued)
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Computer equipment
2-5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting
date.
Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or
the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater
than its estimated recoverable amount.
Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and
requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets
and the arrangement conveys a right to use the asset.
A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the
risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively
retains substantially all such risks and benefits.
Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower,
the present value of minimum lease payments. Lease payments are allocated between the principal component of the
lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability.
Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's
useful life and the lease term if there is no reasonable certainty that the consolidated entity will obtain ownership at the end
of the lease term.
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line
basis over the term of the lease.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value
at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible
assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are
subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss
arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the
carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually.
Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation
method or period.
Goodwill
Goodwill arises on the acquisition of a business and is carried at cost less accumulated impairment losses. Impairment
losses on goodwill are taken to profit or loss and are not subsequently reversed.
29
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 2. Significant accounting policies (continued)
Computer software and development
Significant costs associated with computer software and development are deferred and amortised on a straight-line basis
over the period of their expected benefit, being their finite life of 5 years.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.
Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the
financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields
at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Liabilities for employee entitlements which have vested in the employee at reporting date are recognised as current
liabilities notwithstanding that they are not expected to be settled within 12 months of reporting date as the consolidated
entity does not have an unconditional right to defer settlement.
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for
the rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined
using either the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the
impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine
whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of
any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the
vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the
best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount
recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already
recognised in previous periods.
30
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 2. Significant accounting policies (continued)
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made.
An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair
value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied
during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the
award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining
expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and
new award is treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its
highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and
transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair
value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either
not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge
and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an
analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison,
where applicable, with external sources of data.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest
in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value
or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to
profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated
entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
31
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 2. Significant accounting policies (continued)
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity
interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying
amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within
equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling
interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment
in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair
value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a
gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and
measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred
and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the
provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based
on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement
period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the
information possible to determine fair value.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Kyckr Limited, excluding any costs
of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part
of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2017.
The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations,
most relevant to the consolidated entity, are set out below.
32
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 2. Significant accounting policies (continued)
AASB 9 Financial Instruments
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all
previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition and
Measurement'. AASB 9 introduces new classification and measurement models for financial assets. A financial asset shall
be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect
contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets
are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on
initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive
income ('OCI'). For financial liabilities, the standard requires the portion of the change in fair value that relates to the
entity's own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge
accounting requirements are intended to more closely align the accounting treatment with the risk management activities of
the entity. New impairment requirements will use an 'expected credit loss' ('ECL') model to recognise an allowance.
Impairment will be measured under a 12-month ECL method unless the credit risk on a financial instrument has increased
significantly since initial recognition in which case the lifetime ECL method is adopted. The standard introduces additional
new disclosures. The consolidated entity will adopt this standard from 1 July 2018. It is not expected to significantly impact
the financial statements on the basis that the main financial assets recognised represent cash and cash equivalents and
trade receivables that do not carry a significant financing component and involve a single cash flow representing the
repayment of principal, which in the case of trade receivables is the transaction price. Both asset classes will continue to
be measured at face value. Other financial asset classes are not material to the consolidated entity. Financial liabilities of
the consolidated entity are not impacted as the consolidated entity does not carry them at fair value.
AASB 15 Revenue from Contracts with Customers
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a
single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict
the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or
implied) to be identified, together with the separate performance obligations within the contract; determine the transaction
price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate
performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation
approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied.
Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the performance
obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is
satisfied when the service has been provided, typically for promises to transfer services to customers. For performance
obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue
should be recognised as the performance obligation is satisfied. Contracts with customers will be presented in an entity's
statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship
between the entity's performance and the customer's payment. Sufficient quantitative and qualitative disclosure is required
to enable users to understand the contracts with customers; the significant judgements made in applying the guidance to
those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer. The consolidated
entity will adopt this standard from 1 July 2018. It is not expected to significantly impact the financial statements on the
basis that most of the consolidated entity's revenue is recognised as the customer simultaneously receives and consumes
the benefits provided by the entity’s performance as the entity performs, and this is consistent with AASB 15 requirements.
33
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 2. Significant accounting policies (continued)
AASB 16 Leases
This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB
117 'Leases' and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions,
a 'right-of-use' asset will be capitalised in the statement of financial position, measured at the present value of the
unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12
months or less and leases of low-value assets (such as personal computers and small office furniture) where an
accounting policy choice exists whereby either a 'right-of-use' asset is recognised or lease payments are expensed to profit
or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease
prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or
dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the
leased asset (included in operating costs) and an interest expense on the recognised lease liability (included in finance
costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when
compared to lease expenses under AASB 117. However EBITDA (Earnings Before Interest, Tax, Depreciation and
Amortisation) results will be improved as the operating expense is replaced by interest expense and depreciation in profit
or loss under AASB 16. For classification within the statement of cash flows, the lease payments will be separated into
both a principal (financing activities) and interest (either operating or financing activities) component. For lessor accounting,
the standard does not substantially change how a lessor accounts for leases. The consolidated entity will adopt this
standard from 1 July 2019 but the impact of its adoption is yet to be assessed by the consolidated entity.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates
and assumptions on historical experience and on other various factors, including expectations of future events,
management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will
seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next
financial year are discussed below.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined by using either the Black-Scholes
model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates
and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets
and liabilities within the next annual reporting period but may impact profit or loss and equity.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices
(unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2:
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what
is significant to fair value and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include
discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable
inputs.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its
property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives
are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold
will be written off or written down.
34
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 3. Critical accounting judgements, estimates and assumptions (continued)
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment,
whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the
accounting policy stated in note 2. The recoverable amounts of cash-generating units have been determined based on
value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on
the current cost of capital and growth rates of the estimated future cash flows.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life intangible
assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that
may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves
fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and
assumptions.
Income tax
The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required
in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary
course of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for
anticipated tax audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax
outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax
provisions in the period in which such determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Employee benefits provision
As discussed in note 2, the liability for employee benefits expected to be settled more than 12 months from the reporting
date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all
employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay
increases through promotion and inflation have been taken into account.
Business combinations
As discussed in note 2, business combinations are initially accounted for on a provisional basis. The fair value of assets
acquired, liabilities and contingent liabilities assumed are initially estimated by the consolidated entity taking into
consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business
combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact
on the assets and liabilities, depreciation and amortisation reported.
Note 4. Operating segments
The Group operates in one operating segment, being the provision of Know Your Business customer ('KYB') services. The
operating segment identified is based on the internal reports that are reviewed and used by the Directors of the Board (who
are identified as the Chief Operating Decision Maker (‘CODM’) in assessing performance and in determining the allocation
of resources. There is no aggregation of operating segments.
The CODM reviews earnings before interest, tax, depreciation and amortisation ('EBITDA'). EBITDA is a financial measure
which is not prescribed by Australian Accounting Standards (‘AAS’) and represents the profit under AAS adjusted for non-
specific non-cash and significant items. The accounting policies adopted for internal reporting to the CODM are consistent
with those adopted in the financial statements.
The information reported to the CODM is on at least a monthly basis.
Major customers
During the year ended 30 June 2017 approximately 49% (2016: n/a) of the consolidated entity's external revenue was
derived from sales to 1 customer.
35
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 4. Operating segments (continued)
Geographical information
Australia
Ireland
Sales to external customers
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
Geographical non-current
assets
30 June 2017 30 June 2016
$
$
-
1,356,075
1,356,075
-
-
-
12,253,596
93,680
161,439
-
12,347,276
161,439
The geographical non-current assets above are exclusive of, where applicable, financial instruments, deferred tax assets,
post-employment benefits assets and rights under insurance contracts.
A reconciliation of the loss after income tax expense to EBITDA is as follows:
Consolidated
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
(3,447,237)
49,784
(25,653)
25,005
(731,808)
-
(14,904)
-
(3,398,101)
(746,712)
Consolidated
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
1,356,075
-
25,653
14,904
1,381,728
14,904
Loss after tax
add: Depreciation and amortisation
Less: interest revenue
add: finance costs
EBITDA
Note 5. Revenue
Sales revenue
Sales of services
Other revenue
Interest
Revenue
36
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 6. Other income
Net foreign exchange gain
Note 7. Expenses
Loss before income tax includes the following specific expenses:
Depreciation
Computer equipment
Amortisation
Computer software and development
Total depreciation and amortisation
Finance costs
Interest and finance charges paid/payable
Net foreign exchange loss
Net foreign exchange loss
Rental expense relating to operating leases
Minimum lease payments
Share-based payments expense
Share-based payments expense
Employee benefits expense
Employee benefits expense excluding superannuation
Defined contribution superannuation expense
Total employee benefits expense
37
Consolidated
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
27,328
-
Consolidated
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
6,409
43,375
49,784
25,005
-
-
-
-
23
4,743
87,229
5,637
1,108,730
1,736,762
47,934
1,784,696
-
-
-
-
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 8. Income tax expense
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
Tax at the statutory tax rate of 27.5% (2016: 30%)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses
Non-assessable income
Capital deductions
Current year tax losses not recognised
Difference in overseas tax rates
Income tax expense
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Carried forward tax losses benefit
Temporary differences
Total deferred tax assets not recognised
Consolidated
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
(3,447,237)
(731,808)
(947,990)
(219,542)
338,690
-
(122,029)
(731,329)
610,945
120,384
172,008
(3,270)
(40,284)
(91,088)
91,088
-
-
-
Consolidated
30 June 2017 30 June 2016
$
$
1,077,377
51,984
74,269
174,687
1,129,361
248,956
The above potential tax benefit, which includes tax losses and temporary differences has not been recognised in the
statement of financial position as recovery of this benefit is not probable. There is no expiration date for the tax losses
carried forward. The estimated amount of cumulative tax losses at 30 June 2017 was $5,432,460 (2016: $247,564).
Utilisation of these tax losses is dependent on the Company satisfying certain tests at the time the losses are recouped.
Note 9. Current assets - cash and cash equivalents
Cash at bank
Consolidated
30 June 2017 30 June 2016
$
$
2,670,859
266,943
38
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 10. Current assets - trade and other receivables
Trade receivables
Less: Provision for impairment of receivables
Other receivables
GST receivable
Consolidated
30 June 2017 30 June 2016
$
$
133,204
(1,486)
131,718
33,638
15,330
-
-
-
10,901
8,770
180,686
19,671
Impairment of receivables
The consolidated entity has recognised a gain of $24,924 (2016: $nil) in profit or loss in respect of impairment of
receivables for the year ended 30 June 2017.
The ageing of the impaired receivables provided for above are as follows:
0 to 3 months overdue
3 to 6 months overdue
Additions through business combinations
Unused amounts reversed
Closing balance
Consolidated
30 June 2017 30 June 2016
$
$
527
959
1,486
-
-
-
Consolidated
30 June 2017 30 June 2016
$
$
26,410
(24,924)
1,486
-
-
-
Past due but not impaired
Customers with balances past due but without provision for impairment of receivables amount to $32,348 as at 30 June
2017 ($nil as at 30 June 2016).
The consolidated entity did not consider there to be a credit risk on the aggregate balances after reviewing the credit terms
of customers based on recent collection practices.
The ageing of the past due but not impaired receivables are as follows:
0 to 3 months overdue
Consolidated
30 June 2017 30 June 2016
$
$
32,348
-
39
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 11. Current assets - financial assets
Convertible note
Refer to note 15 for further information on the convertible note.
Note 12. Current assets - other
Prepayments
Security deposits
Note 13. Non-current assets - property, plant and equipment
Computer equipment - at cost
Less: Accumulated depreciation
Consolidated
30 June 2017 30 June 2016
$
$
-
188,346
Consolidated
30 June 2017 30 June 2016
$
$
101,268
14,859
181,344
-
116,127
181,344
Consolidated
30 June 2017 30 June 2016
$
$
32,668
(6,409)
26,259
-
-
-
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 16 November 2015
Balance at 30 June 2016
Additions
Additions through business combinations (note 27)
Exchange differences
Depreciation expense
Balance at 30 June 2017
Computer
equipment
$
Total
$
-
-
-
19,045
13,767
(144)
(6,409)
-
19,045
13,767
(144)
(6,409)
26,259
26,259
40
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 14. Non-current assets - intangibles
Goodwill - at cost
Computer software and development - at cost
Less: Accumulated amortisation
Consolidated
30 June 2017 30 June 2016
$
$
12,250,079
114,313
(43,375)
70,938
12,321,017
-
-
-
-
-
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 16 November 2015
Balance at 30 June 2016
Additions
Additions through business combinations (note 27)
Amortisation expense
Computer
software and
development
$
Total
$
Goodwill
$
-
-
-
-
-
12,250,079
-
-
5,074
109,239
(43,375)
-
5,074
12,359,318
(43,375)
Balance at 30 June 2017
12,250,079
70,938
12,321,017
Impairment testing
For the purpose of impairment testing, goodwill is allocated to the one cash generating unit ('CGU'), Kyckr Ireland Limited.
Key assumptions used for value-in-use calculations:
The Group tests whether goodwill has suffered any impairment on at least an annual basis. The recoverable amount of a
CGU is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash
flow projections based on financial budgets approved by the Board of Directors covering a two year period. Estimated
growth rates and other reasonable assumptions are utilised to further calculate cash flows out to five years from balance
date. Cash flows beyond the five year period are extrapolated into perpetuity using estimated terminal growth rates shown
below. The following table sets out the key assumptions used for value-in-use calculations:
● Two to five year growth rates 30%
● Long term growth rate 5%
● Weighted average cost of capital 15%
No impairment charge:
Based on the value-in-use calculation methodology and assumptions stated above, the carrying amount the CGU at
balance date does not exceed its recoverable amount.
Impact of possible changes in assumptions:
A reasonable possible change in the key assumptions above would not cause the carrying value of the CGU to exceed its
recoverable amount.
41
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 15. Non-current assets - financial assets
Convertible notes
Consolidated
30 June 2017 30 June 2016
$
$
-
161,439
The convertible note was issued to Kyckr Ireland Limited (formally Global Business Register Limited) (the borrower) prior to
the acquisition of the entity. During the year ended 30 June 2017 and subsequent to the acquisition of Kyckr Ireland
Limited, the convertible note has been terminated and converted into an intercompany loan which has been eliminated for
consolidation purposes.
Note 16. Current liabilities - trade and other payables
Trade payables
Accrued expenses
Other payables
Refer to note 21 for further information on financial instruments.
Note 17. Current liabilities - provisions
Annual leave
Long service leave
Note 18. Equity - issued capital
Consolidated
30 June 2017 30 June 2016
$
$
189,690
161,468
59,768
87,428
-
59,157
410,926
146,585
Consolidated
30 June 2017 30 June 2016
$
$
24,290
1,790
26,080
-
-
-
Ordinary shares - fully paid
100,962,186
34,615,385
14,897,543
1,402,966
Consolidated
30 June 2017 30 June 2016 30 June 2017 30 June 2016
Shares
Shares
$
$
42
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 18. Equity - issued capital (continued)
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
Shares issued
less share issue costs (net of taxation)
16 November 2015
Balance
Share cancellation
Shares issued on acquisition of Kyckr Ireland Limited 1 September 2016
Shares issued at IPO
7 September 2016
Shares issued on acquisition of Kyckr Ireland Limited 23 November 2016
less share issue costs (net of taxation)*
30 June 2016
1 July 2016
-
34,615,385
-
34,615,385
(5,912,885)
45,278,873
25,962,186
1,018,627
-
$0.43
$0.00
$0.10
$0.20
$0.20
$0.20
$0.00
-
1,501,966
(99,000)
1,402,966
(591)
9,055,775
5,192,437
203,725
(956,769)
Balance
30 June 2017
100,962,186
14,897,543
*included in share issue costs is $488,319 of share-based payments granted to the brokers in exchange for services
provided in connection with the IPO.
Note 19. Equity - reserves
Foreign currency reserve
Share-based payments reserve
Consolidated
30 June 2017 30 June 2016
$
$
(26,091)
1,597,049
1,570,958
-
-
-
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign
operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their
remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 16 November 2015
Balance at 30 June 2016
Foreign currency translation
Share-based payments
Balance at 30 June 2017
Foreign
currency
$
Share-based
payments
$
Total
$
-
-
-
-
(26,091)
-
-
-
1,597,049
-
(26,091)
1,597,049
(26,091)
1,597,049
1,570,958
43
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 20. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 21. Financial instruments
Financial risk management objectives
The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price
risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses
on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of
the consolidated entity. The consolidated entity may use derivative financial instruments such as forward foreign exchange
contracts to hedge certain risk exposures, however as at 30 June 2017 and 30 June 2016 there were no derivative
financial instruments in place. The consolidated entity uses different methods to measure different types of risk to which it
is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks
and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors
('the Board'). These policies include identification and analysis of the risk exposure of the consolidated entity and
appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the
consolidated entity's operating units. Finance reports to the Board on a monthly basis.
Market risk
Foreign currency risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign
currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and
cash flow forecasting.
The consolidated entity's foreign exchange risk is managed to ensure sufficient funds are available to meet foreign
denominated financial commitments in a timely and cost-effective manner. The consolidated entity will continually monitor
this risk and consider entering into forward foreign exchange, foreign currency swap and foreign currency option contracts
if appropriate.
Creditors and debtors as at 30 June 2017 were reviewed to assess currency risk at year end. The value of transactions
denominated in a currency other than the functional currency of the respective subsidiary was insignificant and therefore
the risk was determined as not being significant.
At 30 June 2017, the carrying value of foreign currency denominated cash and cash equivalents are as follows:
Consolidated
Euros
Pound Sterling
Assets
Liabilities
30 June 2017 30 June 2016 30 June 2017 30 June 2016
$
$
$
$
1,361,320
113,433
1,474,753
-
-
-
-
-
-
-
-
-
The consolidated entity had cash denominated in foreign currencies of $1,474,753 as at 30 June 2017 (30 June 2016:
$nil). Based on this exposure, had the Australian dollars weakened by 10%/strengthened by 10% (30 June 2016:
weakened by 10%/strengthened by 10%) against these foreign currencies with all other variables held constant, the
consolidated entity's profit after tax for the year would have been $147,475 higher/$147,475 lower (30 June 2016: $nil
higher/$nil lower). The percentage change is the expected overall volatility of the significant currencies, based on
management's assessment of reasonable possible fluctuations.
Price risk
The consolidated entity is not exposed to any significant price risk.
44
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 21. Financial instruments (continued)
Interest rate risk
The consolidated entity is not exposed to any interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information,
confirming references and setting appropriate credit limits.
The consolidated entity has no significant credit risk exposure and the maximum exposure at the reporting date to
recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the
statement of financial position and notes to the financial statements. The consolidated entity does not hold any collateral.
Liquidity risk
Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash
equivalents) to be able to pay debts as and when they become due and payable.
The consolidated entity manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual
and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as
remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of
financial position.
Consolidated - 30 June 2017
%
$
Weighted
average
interest rate 1 year or less
Between 1
and 2 years
$
Between 2
and 5 years Over 5 years
$
$
Remaining
contractual
maturities
$
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Deferred consideration
Total non-derivatives
-
-
-
189,690
59,768
-
249,458
-
-
2,600,000
2,600,000
-
-
-
-
-
-
-
-
189,690
59,768
2,600,000
2,849,458
Consolidated - 30 June 2016
%
$
Weighted
average
interest rate 1 year or less
Between 1
and 2 years
$
Between 2
and 5 years Over 5 years
$
$
Remaining
contractual
maturities
$
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Total non-derivatives
-
-
87,428
59,157
146,585
-
-
-
-
-
-
-
-
-
87,428
59,157
146,585
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
45
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 22. Fair value measurement
Fair value hierarchy
The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three
level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly
Level 3: Unobservable inputs for the asset or liability
Consolidated - 30 June 2017
Liabilities
Deferred consideration
Total liabilities
Level 1
$
Level 2
$
Level 3
$
Total
$
-
-
-
-
2,556,322
2,556,322
2,556,322
2,556,322
There were no transfers between levels during the financial year.
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair
values due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market
interest rate that is available for similar financial liabilities.
Valuation techniques for fair value measurements categorised within level 2 and level 3
The fair value of the deferred consideration is estimated based on a probability of meeting all of the vesting conditions
relating to these shares under the terms of the Share Purchase Agreement.
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Consolidated
Balance at 16 November 2015
Balance at 30 June 2016
Additions
Unwinding of the discount*
Balance at 30 June 2017
Deferred
consideration
$
Total
$
-
-
-
2,525,711
30,611
-
2,525,711
30,611
2,556,322
2,556,322
*
Included as part of finance costs in the Statement of profit or loss and other comprehensive income
The level 3 assets and liabilities unobservable inputs and sensitivity are as follows:
Description
Unobservable inputs
Range
(weighted average)
Sensitivity
Deferred consideration Discount rate
1.46%
0.25% change would increase/decrease fair
value by $5,633
46
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 23. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Note 24. Remuneration of auditors
Consolidated
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
950,149
47,934
1,790
1,027,896
38,358
-
-
-
2,027,769
38,358
During the financial year the following fees were paid or payable for services provided by Nexia Sydney Partnership, the
auditor of the company:
Consolidated
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
35,000
7,000
-
4,500
-
2,500
12,000
70,000
4,500
84,500
39,500
91,500
Audit services - Nexia Sydney Partnership
Audit or review of the financial statements
Other services - Nexia Sydney Partnership
Financial statement preparation
Income tax advisory services
Investigating Accountants services in relation to IPO
Note 25. Related party transactions
Parent entity
Kyckr Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 28.
Key management personnel
Disclosures relating to key management personnel are set out in note 23 and the remuneration report included in the
directors' report.
47
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 25. Related party transactions (continued)
Transactions with related parties
The following transactions occurred with related parties:
Payment for goods and services:
Payment for services from director related entity
Consolidated
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
136,670
-
Payment for services from Director related entity comprise of:
● expenses for consulting services from Boomerang Capital Pty Ltd (director-related entity of Albert Wong and David
Cassidy) of $45,000; and
● expenses for investor relations services from Barton Place Pty Ltd (director-related entity of Albert Wong) of $91,670.
All transactions were made on normal commercial terms and conditions and were at market rates.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 26. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
Parent
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
(2,644,672)
(731,808)
(2,644,672)
(731,808)
48
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 26. Parent entity information (continued)
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share-based payments reserve
Accumulated losses
Total equity
Parent
30 June 2017 30 June 2016
$
$
4,039,385
656,304
15,828,113
817,743
153,679
146,585
2,710,001
146,585
14,897,543
1,597,049
(3,376,480)
1,402,966
-
(731,808)
13,118,112
671,158
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2017 and 30 June 2016.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2017 and 30 June 2016.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2017 and 30 June 2016.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2,
except for the following:
●
●
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
49
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 27. Business combinations
Acquisition of Kyckr Ireland Limited (formerly Global Business Register Limited)
On 1 September 2016, the Company acquired 97.59% of the issued share capital and voting rights of Kyckr Ireland Limited
(formerly Global Business Register Limited), a Company based in Ireland, followed by the remaining 2.41% of the issued
share capital and voting rights on 23 November 2016. The objective of the acquisition is to invest in business development
and technical resources in order to realise the Company’s KYC technology solutions. The goodwill of $12,250,079, can be
attributed to the synergies expected to be derived from the combination and the value of the workforce and industry
relationships of Kyckr Ireland Limited. Goodwill is not deductible for tax purposes. Kyckr Ireland Limited contributed
$1,356,075 and $802,566 to the Group’s revenues and loss respectively, for the date of the acquisition to 30 June 2017.
Had the acquisition occurred on 1 July 2016, the Group’s revenue for the year to 30 June 2017 would have been
$1,541,574 and the Group’s loss for the period would have been $3,936,146. The values identified in relation to the
acquisition of Kyckr Ireland Limited are final as at 30 June 2017.
Details of the acquisition are as follows:
Fair value
$
50,525
291,680
13,767
109,239
(253,009)
(145,570)
(531,500)
(464,868)
12,250,079
11,785,211
9,259,500
2,525,711
11,785,211
240,524
11,785,211
(50,525)
(9,259,500)
(2,525,711)
(50,525)
Cash and cash equivalents
Trade receivables
Plant and equipment
Intangible assets
Trade and other payables
Deferred revenue
Borrowings
Net liabilities acquired
Goodwill
Acquisition-date fair value of the total consideration transferred
Representing:
Kyckr Limited shares issued to vendor
Contingent consideration
Acquisition costs expensed to profit or loss
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: cash and cash equivalents
Less: shares issued by company as part of consideration
Less: contingent consideration
Net cash received
50
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 27. Business combinations (continued)
46,297,500 fully paid ordinary shares were issued to the vendors of Kyckr Ireland Limited in consideration for the
acquisition. In addition, 13,000,000 Performance Shares were issued and will convert to fully paid ordinary shares on a
one-for-one basis upon meeting the following vesting conditions:
● 50% of the Performance Shares automatically convert upon the Company achieving a turnover of $5 million or more as
set out in the full year or half-yearly financial statements released to the ASX; and
● 50% of the Performance Shares automatically convert upon the Company achieving a turnover of $10 million or more as
set out in its yearly or half-yearly financial statements released to the ASX.
As the deferred consideration vests no earlier than two years from the date of issue, the amount has been discounted by
the two-year government bond rate of 1.46% p.a. The finance costs incurred during the period with respect to the
unwinding of the discount was $30,611 and is included in finance costs, which in addition to the $2,525,711 gives a
balance at 30 June 2017 of $2,556,322. The Performance Shares expire four years from the date of acquisition in the
event that the above vesting conditions are not met.
Note 28. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in
accordance with the accounting policy described in note 2:
Name
Principal place of business /
Country of incorporation
Ownership interest
30 June 2017 30 June 2016
%
%
Kyckr Ireland Limited
Ireland
100.00%
-
Note 29. Events after the reporting period
No matter or circumstance has arisen since 30 June 2017 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
Note 30. Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
Loss after income tax expense for the year
(3,447,237)
(731,808)
Adjustments for:
Depreciation and amortisation
Share-based payments
Foreign exchange differences
IPO transaction costs
Costs associated with acquisitions
Non-cash finance costs
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease in prepayments
Increase/(decrease) in trade and other payables
Increase in employee benefits
49,784
1,108,730
(25,947)
99,264
240,524
30,611
115,806
80,076
(244,527)
26,080
-
-
-
212,878
359,525
-
(27,024)
-
146,586
-
Net cash used in operating activities
(1,966,836)
(39,843)
51
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 31. Earnings per share
Consolidated
Period from
16 November
2015 to 30
June 2016
$
30 June 2017
$
Loss after income tax attributable to the owners of Kyckr Limited
(3,447,237)
(731,808)
Weighted average number of ordinary shares used in calculating basic earnings per share
87,847,758
32,773,280
Weighted average number of ordinary shares used in calculating diluted earnings per share
87,847,758
32,773,280
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
Cents
(3.92)
(3.92)
(2.23)
(2.23)
For the purpose calculating the diluted earnings per share the calculation has excluded the number of options as the effect
would be anti-dilutive.
Note 32. Share-based payments
The following options and performance rights were issued during the year ended 30 June 2017:
●
On 1 September 2016, 4,000,000 unlisted options were granted to brokers associated with the Initial Public Offering
('IPO') of the company. The exercise price of the options of $0.20 was equal to the IPO price. The contractual life of
each option is four years.
On 1 September 2016, 4,000,000 unlisted options were granted to Key Management Personnel. The exercise price of
the options of $0.30 was 50% higher than the Initial Public Offering price. The options are exercisable upon meeting
certain revenue targets within four years from the date of grant. The contractual life of each option is four years
On 1 September 2016, 20,000,000 performance rights were granted to certain Directors and Key Management
Personnel. The performance rights are exercisable at Nil value. 50% of the performance rights automatically convert
upon the Company achieving a turnover of $5 million or more as set out in the full year or half-yearly financial
statements released to the ASX; and 5% of the Performance rights automatically convert upon the Company
achieving a turnover of $10 million or more as set out in its yearly or half-yearly financial statements released to the
ASX. The contractual life of each performance right is four years.
On 30 November 2016, 2,000,000 unlisted options exercisable at $0.30 were granted to senior executives under the
Long Term Incentive Plan approved by shareholders at the Annual General Meeting held on 30 November 2016. The
exercise price of the options of $0.30 was 22.45% higher than market price of the shares on the date of grant. The
vesting of these options is conditional on continued employment until the vesting date, being two years from grant
date. The contractual life of each option is four years.
On 30 November 2016, 3,000,000 unlisted options exercisable at $0.30 were granted to non-executive directors as
approved by shareholders at the Annual General Meeting held on 30 November 2016. The exercise price of the
options of $0.30 was 22.45% higher than market price of the shares on the date of grant.
●
●
●
●
52
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 32. Share-based payments (continued)
Set out below are summaries of options granted under the plan:
30 June 2017
Grant date
Expiry date
30/11/2016
30/11/2016
01/09/2016
01/09/2016
30/11/2020
30/11/2020
01/09/2020
01/09/2020
Exercise
price
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
$0.30
$0.30
$0.30
$0.20
-
-
-
-
-
3,000,000
2,000,000
4,000,000
4,000,000
13,000,000
-
-
-
-
-
-
-
-
-
-
3,000,000
2,000,000
4,000,000
4,000,000
13,000,000
Weighted average exercise price
$0.00
$0.27
$0.00
$0.00
$0.27
Set out below are the options exercisable at the end of the financial year:
Grant date
Expiry date
30/11/2016
01/09/2016
30/11/2020
01/09/2020
30 June 2017 30 June 2016
Number
Number
1,333,333
4,000,000
5,333,333
-
-
-
The weighted average share price during the financial year was $0.20.
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.27 years.
Set out below are summaries of performance rights granted under the plan:
30 June 2017
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
01/09/2016
01/09/2020
$0.00
-
-
7,000,000
7,000,000
-
-
-
-
7,000,000
7,000,000
No performance rights are exercisable at the end of the year.
The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was 3.18
years.
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the
grant date, are as follows:
Grant date
Expiry date
30/11/2016
30/11/2016
01/09/2016
01/09/2016
30/11/2020
30/11/2020
01/09/2020
01/09/2020
Share price
at grant date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest rate
Fair value
at grant date
$0.00
$0.00
$0.20
$0.20
$0.20
$0.20
$0.30
$0.20
83.80%
83.80%
83.80%
83.80%
-
-
-
-
1.91%
1.91%
1.56%
1.56%
$0.14
$0.14
$0.11
$0.12
53
Kyckr Limited
Notes to the financial statements
30 June 2017
Note 32. Share-based payments (continued)
For the performance rights granted during the current financial year, the valuation model inputs used to determine the fair
value at the grant date, are as follows:
Grant date
Expiry date
Share price
at grant date
Expected
volatility
Dividend
yield
Risk-free
interest rate
Fair value
at grant date
01/09/2016
01/09/2020
$0.20
83.80%
-
1.56%
$0.20
54
Kyckr Limited
Directors' declaration
30 June 2017
In the directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as
at 30 June 2017 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
John Van Der Wielen
Chairman
29 September 2017
Sydney
___________________________
David Cassidy
Director
55
Independent Auditor’s Report to the Members of Kyckr Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Kyckr Limited (the Company and its subsidiaries (the Group)),
which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated
statement of comprehensive income, consolidated statement of changes in equity and consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
i) giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its financial
performance for the year then ended; and
ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the ‘auditor’s responsibilities for the audit of the financial report’ section
of our report. We are independent of the entity in accordance with the Corporations Act 2001 and the
ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of
Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the time
of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial report, which highlights that the Group incurred a net loss of
$3,447,237, experienced operating cash outflows of $1,966,836 during the year ended 30 June 2017 and
is forecasting a loss for the next financial year. As stated in Note 2, these events or conditions, along with
other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant
doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this
matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our
audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
56
Key audit matter
Recoverability of goodwill
Refer to note 14
How our audit addressed the key audit
matter
The carrying value of the Group’s intangible assets
included goodwill of $12,250,079 arising from the
acquisition of Kyckr Ireland during the year.
Our procedures included, amongst others:
We evaluated management’s process for developing
the cash flow forecasts;
The assessment of recoverability of the goodwill
required a significant degree of management
judgement given the short trading history of the
Group and the inherent uncertainties in the key
assumptions used in the assessment of future cash
flows in particular revenues, earnings before
interest and the discount rate.
Business combination
Refer to note 27
During the year Kyckr Limited acquired 100% of the
share capital of Kyckr Ireland Limited (a company
incorporated in Ireland). The business combination
is considered to be a key audit matter due to the
material size and complexity of the transaction. The
nature of the business combination is also
considered a significant focus for users of the
accounts.
We tested the mathematical accuracy of the
underlying ‘value-in-use’ calculations;
We assessed and challenged the appropriateness of
the inputs into management’s calculations as
follows:
- Comparing and calculating revenue and
expense cash flows with both historical
performance and new business avenues
announced to the market;
- Comparing growth rates with the
performance of other IT start-ups;
- Benchmarking the discount rate used with
an acceptable range of entities;
We performed sensitivity calculations for changes to
the key inputs to management’s model;
We compared the net assets of the Group to the
Group’s market capitalisation at year-end.
Our procedures included, amongst others:
We read the share sale agreement and the
subsequent amendment deeds to understand the
key terms and conditions;
We verified management’s assessment of the
transaction being accounted for as a business
combination with Kyckr Limited as the acquirer;
We identified the elements of the consideration
included in the agreements and agreed the
treatment of these to the calculation of the business
combination;
We assessed management’s rationale for
recognising only goodwill on acquisition and
whether any material identifiable intangible assets
should be recognised on acquisition;
We identified the performance requirements for the
deferred consideration, assessed management’s
treatment as a financial liability and the estimation
of achieving the performance targets;
We recalculated the fair value of the deferred
consideration at year-end;
We assessed the adequacy of the disclosures in
accordance with AASB 3 Business Combinations.
57
Other information
The directors are responsible for the other information. The other information comprises the information
in Kyckr Limited’s annual report for the year ended 30 June 2017, but does not include the financial report
and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of the other
information we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibility for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the directors are responsible for assessing the entity’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the entity or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibility for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at The Australian
Auditing and Assurance Standards Board website at: www.auasb.gov.au/auditors_responsibilities/ar1.pdf.
This description forms part of our auditor’s report.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 10 to 17 of the directors‘ Annual Report for
the year ended 30 June 2017.
58
In our opinion, the Remuneration Report of Kyckr Limited for the year ended 30 June 2017, complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
Sydney Audit Partnership
Lester Wills
Partner
Dated: 29/09/2017
Sydney
59
Kyckr Limited
Shareholder information
30 June 2017
The shareholder information set out below was applicable as at 22 September 2017.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Number
of holders
of options
and rights
over
ordinary
shares
Number
of holders
of ordinary
shares
7
124
168
326
89
714
19
-
-
-
-
14
14
-
Ordinary shares
Number held
% of total
shares
issued
Mr Robert Leslie
Citicorp Nominees Pty Limited
Mr Benjamin Cronin
Mr David Cassidy
Mr John Murray
Mr Richard Wood
Kajo Investments Pty Limited
Mr Robert Leslie & Mr Benjamin Cronin (GBR Emp Stock Opt A/C)
HSBC Custody Nominees (Australia) Limited - A/C 2
Globalsign NV/SA
Barton Place Pty Limited (The Albert Wong Family A/C)
Global Business Register Asia Pacific Pte Ltd
Barton Place Holdings Pty Limited (Barton Place Holdings S/F )
Walker Martin Super Pty Ltd (The Martin Super Fund A/C)
BNP Paribas Nominees Pty Ltd HUB24 Custodial Serv Ltd DRP
Simona Boscolo Bragadin
Amandri Pty Ltd (Amandri A/C)
Noel Whittaker Holdings Pty Ltd (Whittaker Family Super A/C)
Mr Michael John Anderson (M J A A/C); Mr Peter Barrett Capp; and Victoria Jane Brooke
Pty Ltd (Nitram Macarthur Super Fund) each hold 1,000,000 ordinary shares
9,619,247
9,031,760
8,519,129
4,930,212
4,230,703
4,230,703
3,492,794
3,395,428
3,224,406
3,055,885
2,485,256
2,482,872
2,444,956
2,000,000
1,805,000
1,086,537
1,035,801
1,027,898
3,000,000
9.53
8.95
8.44
4.88
4.19
4.19
3.46
3.36
3.19
3.03
2.46
2.46
2.42
1.98
1.79
1.08
1.03
1.02
2.97
71,098,587
70.43
60
Kyckr Limited
Shareholder information
30 June 2017
Unquoted equity securities
Options over ordinary shares issued
Performance rights over ordinary shares
The following persons hold 20% or more of unquoted equity securities:
Name
Class
Fosters Stockbroking Pty Ltd
Mr Robert Leslie
Mr Benjamin Cronin
Options over ordinary shares
Performance rights over ordinary shares
Performance rights over ordinary shares
Substantial holders
Substantial holders in the company are set out below:
Number
on issue
Number
of holders
13,000,000
20,000,000
9
5
Number held
2,741,159
6,500,000
6,500,000
Mr Robert Leslie
Citicorp Nominees Pty Limited
Mr Benjamin Cronin
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
Number held
9,619,247
9,031,760
8,519,129
% of total
shares
issued
9.53
8.95
8.44
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
Restricted securities
Class
Ordinary Shares
Options over ordinary shares
Expiry date
7 September 2018
7 September 2018
Number
of shares
35,486,298
8,000,000
43,486,298
61